Articles of association

Sapa Holding AB

Reg. no. 556001-6122

ARTICLES OF ASSOCIATION

§ 1 The name of the company is Sapa Holding Aktiebolag (publ).

§ 2 The board of directors of the company shall have its registered office in the municipality of Stockholm.

§ 3 The objects of the company are - directly or indirectly through subsidiaries - to produce, process and sell metals, mainly aluminium, as well as products in plastic, to conduct trade with and recovery of scrap, to acquire and administer real and moveable estate, and to carry on other activities that are compatible with the operations listed above.

§ 4 The share capital of the company shall be not less than SEK eight hundred million (800.000.000) and not more than SEK three billion two hundred million (3.200.000.000).

§ 5 The shares shall have a nominal value of SEK twentyfive (25) each.

§ 6 The board of directors shall, in addition to those members who pursuant to Swedish law may be appointed by a body other than the General Meeting of shareholders, consist of not less than four and not more than eight directors with not more than three deputy directors. The directors, and deputy directors, shall be elected at the Annual General Meeting of shareholders for the period up to and including the next Annual General Meeting of shareholders.

§ 7 Two auditors and two deputy auditors or one firm of chartered public accountants, shall be appointed to examine the company’s annual accounts, financial statements and the administration of the company by the board of directors and the managing director.

§ 8 Notice of General Meeting of shareholders shall be given through advertising in the Post- & Inrikes Tidningar (Official Swedish Gazette) and in Svenska Dagbladet.

§ 9 In order to be entitled to participate in a General Meeting of shareholders, Shareholders must be registered in a transcript of the share register relating to the facts which were recorded ten days before the General Meeting of shareholders and must give notice to the company not later than the day mentioned in the notice convening the General Meeting of shareholders, before 4 p.m. This day must not be a Sunday, any other public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and must not fall earlier than the fifth weekday prior to the General Meeting of shareholders.

§ 10 The Chairman of the board of directors, or the person appointed by the board of directors, shall open and preside over the General Meeting of shareholders until such time as a chairman is elected for the General Meeting of shareholders.

§ 11 The General Meeting of shareholders shall be held in Stockholm or in Vetlanda. The Annual General Metting shall be held not later than six months after the expiration of each financial year.

At the Annual General Meeting of shareholders the following matters shall be dealt with:

1. Election of chairman to preside over the Meeting.
2. Preparation and approval of a voting list.
3. Election of two persons to check the minutes.
4. Examination of whether the Meeting has been properly convened
5. Approval of the agenda
6. Presentation of the annual report and the auditor’s report of the company as well as the consolidated accounts and the auditor’s report of the group.
7. Resolutions with respect to a) adoption of the income statement and the balance sheet of the company and the consolidated income statement and the consolidated balance sheet, b) appropriation of the company’s profit or loss according to the balance sheet adopted, c) discharging of the members of the board of directors and the managing director from liability.
8. Determination of the number of members of the board of directors and deputy members to be appointed by the Meeting.
9. Determination of fees for the board of directors and the auditors.
10. Election of directors and deputy directors of the board of directors.
11. Election, as applicable, of auditors and deputy auditors.
12. Any other matter to be dealt with by the Meeting according to the Swedish Companies Act.
    

§ 12 At the General Meeting of shareholders, each person entitled to vote may vote for the full number of shares owned or represented by him.

§ 13 The company’s financial year shall be the calendar year.

§ 14 Those shareholders who on the established record day are entered in the shareholders’ register or in a register complying with the Swedish Companies Act, chapter 3 § 12, are considered authorised to receive dividend, and in case a bonus issue is made, to receive new shares as well as to exercise preferential right to participate in share issues.